Climb Global Solutions, Inc. 8-K

What Happened

• Climb Global Solutions, Inc. reported in an 8-K filed June 4, 2026 that at its 2026 Annual Meeting held June 2, 2026, stockholders elected four directors, approved an amended and restated 2021 Omnibus Incentive Plan, approved an advisory vote on executive compensation, and ratified Deloitte & Touche LLP as the company’s independent auditor.
• A total of 15,139,669 shares were represented (81.97% of outstanding common stock as of the record date). The Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (A&R 2021 Plan) is attached as Exhibit 10.1 to the 8-K.

Key Details

• Shares represented at the meeting: 15,139,669 (81.97% of outstanding common stock).
• Director election vote totals (For / Withheld / Broker non-votes):
  • John McCarthy: 10,146,437 / 2,106,107 / 2,887,125
  • Andy Bryant: 11,139,727 / 1,112,817 / 2,887,125
  • Dale Foster: 11,975,398 / 277,146 / 2,887,125
  • Paul Giovacchini: 11,336,652 / 915,892 / 2,887,125
• Advisory vote on named executive officer compensation: 11,081,655 For, 1,109,991 Against, 60,898 Abstained, 2,887,125 Broker non-votes.
• Approval of A&R 2021 Plan: 11,184,814 For, 1,007,042 Against, 60,688 Abstained, 2,887,125 Broker non-votes.
• Ratification of Deloitte & Touche LLP as auditor: 15,078,115 For, 30,710 Against, 30,844 Abstained.

Why It Matters

• Investor-approved governance actions can affect compensation practices and equity incentives (the A&R 2021 Plan governs future equity awards), so approval may influence dilution and executive pay structure over time.
• Election results confirm the board’s composition through the next annual meeting and signal shareholder support levels for nominees and executive compensation policies.
• Ratification of Deloitte ensures continuity of independent audit services for fiscal 2026.